Title 29 — Business Organizations. [Enacted title]

This chapter may be cited as the “Nonprofit Corporation Act of 2010”.

For the purposes of this chapter, the term: (1) “Board” or “board of directors” means the group of individuals responsible for the management of the activities and affairs of the nonprofit corporation, regardless of the name used to refer to the group. The term includes a designa…

(a) Unless the articles of incorporation or bylaws provide otherwise, notice under this chapter shall be in the form of a record. (b) Notice may be communicated in person or by delivery. If these forms of communication are impracticable, notice may be communicated by a newspaper …

(a) For the purposes of this subsection, the term: (1) “Filed record” means a record delivered to the Mayor for filing under any provision of this chapter except § 29-102.11. (2) “Plan” means a plan of domestication, business conversion, entity conversion, merger or membership ex…

(a) If a domestic or foreign nonprofit corporation or eligible entity may not be a party to a merger or sale of its assets without the approval of the Attorney General for the District of Columbia, the Mayor (or as may be formerly referred to as the Commissioner of the District o…

For the purposes of this part, the term “corporate action” means: (1) The election, appointment, designation, or other selection and the suspension, removal, or expulsion of members, delegates, directors, members of a designated body, or officers of a nonprofit corporation; or (2…

(a) If, under applicable law or the articles of incorporation or bylaws of a nonprofit corporation, there has been a failure to hold a meeting to take corporate action and the failure has continued for 30 days after the date designated or appropriate therefor, the Superior Court …

(a) Upon petition of a person whose status as, or whose rights or duties as, a member, delegate, director, member of a designated body, or officer of a corporation are or may be affected by any corporate action, the Superior Court may hear and determine the validity of the corpor…

The plaintiff in a proceeding under this part shall notify the Attorney General for the District of Columbia within 10 days after commencing the proceeding if it involves a charitable corporation. Notice to the Attorney General under this section shall not stay or otherwise affec…

If religious doctrine or canon law governing the affairs of a religious corporation is inconsistent with this chapter on the same subject, the religious doctrine or canon law shall control to the extent required by the Constitution of the United States.

(a) For the purposes of this section, the term “member-governed corporation” means a membership corporation incorporated under or subject to this chapter which: (1) Provides in its articles of incorporation or bylaws that it is a member-governed corporation; or: (2) Meets the fol…

(a) The Attorney General for the District of Columbia shall be given notice of the commencement of any proceeding that this chapter authorizes the Attorney General to bring but that has been commenced by another person. (b) Whenever any provision of this chapter requires that not…

One or more persons may act as the incorporators of a nonprofit corporation by delivering articles of incorporation to the Mayor for filing.

(a) The articles of incorporation shall set forth: (1) A name for the nonprofit corporation that satisfies the requirements of § 29-103.01; (2) The information required by § 29-104.04; (3) That the corporation is incorporated as a nonprofit corporation under this chapter; (4) The…

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The filing of the articles of incorporation by the Mayor is conclusive proof that the incorporators satisfied all conditions precedent to incorporati…

All persons purporting to act as or on behalf of a nonprofit corporation, knowing there was no incorporation under this chapter, shall be jointly and severally liable for all liabilities created while so acting.

(a) After incorporation: (1) If initial directors or members of a designated body are named in the articles of incorporation, those persons shall hold an organizational meeting, as appropriate, at the call of a majority of them, to complete the organization of the nonprofit corpo…

(a) The incorporators or the board of directors of a nonprofit corporation may adopt initial bylaws for the corporation. (b) The bylaws of a nonprofit corporation may contain any provision for managing the activities and regulating the affairs of the corporation that is not incon…

(a) A nonprofit corporation may be formed for any lawful nonprofit purpose unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in an activity that is subject to regulation under another statute of the District may incorporate un…

Unless its articles of incorporation provide otherwise, every nonprofit corporation shall have perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including the power to…

(a) If a nonprofit corporation authorizes the exercise of emergency powers in its articles of incorporation or bylaws, in the event of an emergency, the board of directors may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or age…

(a) Except as otherwise provided in subsection (b) of this section, the validity of corporate action shall not be challenged on the ground that the nonprofit corporation lacks or lacked power to act. (b) The power of a nonprofit corporation to act may be challenged in a proceedin…

(a) A nonprofit corporation shall not be required to have members. (b) If the articles of incorporation or bylaws of a nonprofit corporation do not provide that it must have members, or if a corporation has in fact no members entitled to vote on a matter, any provision of this ch…

(a) The articles of incorporation or bylaws of a membership corporation may establish criteria or procedures for admission of members. (b) A person shall not be admitted as a member without the person’s consent. (c) If a membership corporation provides certificates of membership …

Except as otherwise provided in its articles of incorporation or bylaws, a membership corporation may admit members for no consideration or for such consideration as is determined by the board of directors. The consideration may take any form, including promissory notes, intangib…

Except as otherwise provided in the articles of incorporation or bylaws, each member of a membership corporation shall have the same rights and obligations as every other member with respect to voting, dissolution, membership transfer, and other matters.

(a) Except as otherwise provided in the articles of incorporation or bylaws, a member of a membership corporation shall not transfer a membership or any right arising therefrom. (b) If the right to transfer a membership has been provided, a restriction on that right shall not be …

A member of a membership corporation shall not be as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.

(a) A membership corporation may levy dues, assessments, and fees on its members to the extent authorized in the articles of incorporation or bylaws. Dues, assessments, and fees may be imposed on members of the same class either alike or in different amounts or proportions, and m…

(a) A proceeding shall not be brought by a creditor of a membership corporation to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in w…

(a) A member of a membership corporation may resign at any time. (b) The resignation of a member shall not relieve the member from any obligations incurred or commitments made prior to resignation.

(a) A membership in a membership corporation may be terminated or suspended for the reasons and in the manner provided in the articles of incorporation or bylaws. (b) A proceeding challenging a termination or suspension for any reason shall be commenced within one year after the …

Except as otherwise provided in the articles of incorporation or bylaws, a membership corporation that is not a charitable corporation shall not purchase any of its memberships or any right arising therefrom.

(a) A membership corporation may provide in its articles of incorporation or bylaws for delegates. (b) The articles of incorporation or bylaws may set forth provisions relating to: (1) The characteristics, qualifications, rights, limitations, and obligations of delegates includin…

(a) Except as permitted under § 29-404.22 or § 29-404.41, a nonprofit corporation shall not pay dividends or make distributions of any part of its assets, income, or profits to its members, directors, delegates, members of a designated body, or officers. (b) This section shall no…

(a) A nonprofit corporation may pay reasonable compensation or reimburse reasonable expenses to members, directors, delegates, members of a designated body, or officers for services rendered. (b) A nonprofit corporation may confer benefits upon or make contributions to members or…

(a) A nonprofit corporation shall not issue bonds or other evidences of indebtedness except for money or other property, tangible or intangible, or labor or services actually received by or performed for the corporation or for its benefit or in its formation or reorganization, or…

(a) Except as otherwise provided in subsection (b) of this section, a nonprofit corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986, approved December 30, 1969 (83 Stat. 496; 26 U.S.C. § 509(a)) (“Internal Revenue Code”), sha…

(a) A membership corporation shall hold a meeting of members annually at a time stated in or fixed in accordance with the articles of incorporation or bylaws. (b) A membership corporation may hold regular meetings on a regional or other basis at times stated in or fixed in accord…

(a) A membership corporation shall hold a special meeting of members: (1) At the call of its board of directors or the persons authorized to do so by the articles of incorporation or bylaws; or (2) If the holders of at least 10%, or such other amount up to 25% as the articles of …

(a) The Superior Court may summarily order a meeting to be held on application of: (1) Any member entitled to participate in an annual or regular meeting if an annual meeting was not held within the earlier of 6 months after the end of the corporation’s fiscal year or 15 months a…

(a) Except as otherwise provided in the articles of incorporation or bylaws, action required or permitted by this chapter to be taken at a meeting of the members may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action sh…

(a) A membership corporation shall give notice to the members of the date, time, and place of each annual, regular, or special meeting of the members. Except as otherwise provided in the articles of incorporation or the bylaws, the notice shall be given no fewer than 10 nor more …

(a) A member may waive any notice required by this chapter, the articles of incorporation, or the bylaws before or after the date and time stated in the notice or of the meeting or action. The waiver shall be in the form of a record, be signed by the member entitled to the notice…

(a) The articles of incorporation or bylaws may fix or provide the manner of fixing the record date to determine the members entitled to notice of a meeting of the members, to demand a special meeting, to vote, or to take any other action. If the articles or bylaws do not fix or …

(a) At each meeting of members, an individual shall preside as chair. The chair shall be appointed: (1) As provided in the articles of incorporation or bylaws; (2) In the absence of a provision in the articles or bylaws, by the board of directors; or (3) In the absence of both a …

(a) Except as otherwise restricted by the articles of incorporation or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the membership corporation delivers a ballot to every member entitled to vote on the…

(a) After fixing a record date for a meeting, a membership corporation shall prepare an alphabetical list of the names of all its members that are entitled to notice of that meeting of the members. The list shall show the address of and number of votes each member is entitled to …

Except as otherwise provided in the articles of incorporation or bylaws, each member shall be entitled to one vote on each matter voted on by the members.

(a) Except as otherwise provided in the articles of incorporation or bylaws, a member may vote in person or by proxy. (b) A member or the member’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form in the form of a…